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Acquisitions
9 Months Ended
Sep. 30, 2019
Business Combinations [Abstract]  
Acquisitions

5.   Acquisitions. On August 1, 2019, we entered into a share purchase agreement to acquire Fibrovein Holdings Limited, which is the owner of 100% of the capital stock of STD Pharmaceutical Products Limited, a UK private company engaged in the manufacture, distribution and sale of pharmaceutical sclerotherapy products (“STD Pharmaceutical”). The purchase consideration consisted of an upfront payment of approximately $13.7 million. We accounted for this acquisition as a business combination. The sales and results of operations related to the acquisition have been included in our cardiovascular segment since the acquisition date and were not material. Acquisition-related costs associated with the STD

Pharmaceutical acquisition, which were included in selling, general and administrative expenses, were not material. The purchase price was preliminarily allocated as follows (in thousands):

Assets Acquired

    

  

Trade receivables

$

200

Inventories

 

843

Prepaid expenses and other assets

 

49

Intangibles

 

Developed technology

10,148

Goodwill

4,390

Total assets acquired

 

15,630

Liabilities Assumed

 

  

Trade payables

 

(53)

Accrued expenses

 

(29)

Deferred income tax liabilities

 

(1,875)

Total liabilities assumed

 

(1,957)

Total net assets acquired

$

13,673

We are amortizing the developed technology intangible asset acquired from STD Pharmaceutical over 12 years.

On June 14, 2019, we consummated an acquisition transaction contemplated by a merger agreement to acquire Brightwater Medical, Inc. ("Brightwater"). The purchase consideration consisted of an upfront payment of $35 million plus an initial working capital adjustment of approximately $104,000 in cash, with potential earn-out payments of up to an additional $5 million for achievement of CE certification with respect to the Brightwater device and up to an additional $10 million for the achievement of sales milestones specified in the merger agreement. Brightwater developed and commercialized the ConvertX®, a single-use device used to replace a series of devices and procedures used to treat severe obstructions of the ureter. The ConvertX system is designed to be implanted once and converted from a nephroureteral catheter to a nephroureteral stent without requiring sedation or local anesthesia. Brightwater recently received FDA clearance for the ConvertX biliary stent system. We accounted for this acquisition as a business combination. The sales and results of operations related to the acquisition have been included in our cardiovascular segment since the acquisition date and were

not material. Acquisition-related costs associated with the Brightwater acquisition, which were included in selling, general and administrative expenses, were not material. The purchase price was preliminarily allocated as follows (in thousands):

Preliminary Allocation

Adjustments (1)

Revised Preliminary Allocation

Assets Acquired

    

  

Trade receivables

$

94

$

(39)

$

55

Inventories

 

349

349

Property and equipment

 

409

409

Other long-term assets

 

30

30

Intangibles

 

  

Developed technology

 

31,680

280

31,960

Customer lists

 

83

83

Trademarks

 

250

250

Goodwill

 

16,950

959

17,909

Total assets acquired

 

49,845

1,200

51,045

Liabilities Assumed

 

  

Trade payables

 

(58)

(58)

Accrued expenses

 

(261)

(261)

Other long-term obligations

 

(1,522)

(1,522)

Deferred income tax liabilities

 

(4,590)

(4,590)

Total liabilities assumed

 

(6,431)

(6,431)

Total net assets acquired

$

43,414

$

1,200

$

44,614

(1) Amounts represent adjustments to the preliminary purchase price allocation first presented in our June 30, 2019 Form 10-Q resulting from our ongoing activities, including reassessment of the assets acquired and liabilities assumed, with respect to finalizing our purchase price allocation for this acquisition. The larger adjustments primarily relate to the valuation of contingent consideration and intangible assets acquired.

We are amortizing the developed technology intangible asset acquired from Brightwater over 13 years, the related trademarks over five years and the customer list on an accelerated basis over one year. The total weighted-average amortization period for these acquired intangible assets is approximately 12.9 years.

On March 28, 2019, we paid $2 million to acquire convertible participating preferred shares of Fluidx Medical Technology, LLC ("Fluidx"), owner of certain technology proposed to be used in the development of embolic and adhesive agents for use in arterial, venous, vascular graft and cardiovascular applications inside and outside the heart and related appendages. Our investment in Fluidx has been recorded as an equity investment accounted for at cost and reflected within other assets in our accompanying consolidated balance sheet because we are not able to exercise significant influence over the operations of Fluidx. Our total current investment in Fluidx represents an ownership of approximately 12.7% of the outstanding equity interests of Fluidx.

On December 14, 2018, we consummated an acquisition transaction contemplated by an asset purchase agreement with Vascular Insights, LLC and VI Management, Inc. (combined "Vascular Insights") and acquired Vascular Insights’ intellectual property rights, inventory and certain other assets, including the ClariVein® IC system and the ClariVein OC system. The ClariVein systems are specialty infusion and occlusion catheter systems with rotating wire tips designed for the controlled 360-degree dispersion of physician-specified agents to the targeted treatment area. We accounted for this acquisition as a business combination. The purchase consideration included an upfront payment of $40 million and a final working capital adjustment of approximately $15,000 paid in the third quarter of 2019. We are also obligated to pay up to an additional $20 million based on achieving certain revenue milestones specified in the asset purchase agreement. The sales and results of operations related to this acquisition have been included in our cardiovascular segment. During the three and nine-month periods ended September 30, 2019, net sales of products acquired from Vascular Insights were approximately $2.0 million and $5.2 million, respectively. It is not practical to separately report earnings related to the

products acquired from Vascular Insights, as we cannot split out sales costs related solely to the products we acquired from Vascular Insights, principally because our sales representatives sell multiple products (including the products we acquired from Vascular Insights) in our cardiovascular business segment. Acquisition-related costs associated with the Vascular Insights acquisition, which were included in selling, general and administrative expenses during the year ended December 31, 2018, were not material. The purchase price was preliminarily allocated as follows (in thousands):

Inventories

    

$

1,353

Intangibles

 

  

Developed technology

 

32,750

Customer list

 

840

Trademarks

 

1,410

Goodwill

 

21,832

Total net assets acquired

$

58,185

We are amortizing the developed technology intangible asset acquired from Vascular Insights over 12 years, the related trademarks over nine years and the customer list on an accelerated basis over eight years. The total weighted-average amortization period for these acquired intangible assets is approximately 11.8 years.

On November 13, 2018, we consummated an acquisition transaction contemplated by a merger agreement to acquire Cianna Medical, Inc. ("Cianna Medical"). The purchase consideration consisted of an upfront payment of $135 million plus a final working capital adjustment of approximately $1.2 million in cash, with earn-out payments of $15 million for achievement of supply chain and scalability metrics paid in the third quarter of 2019 and potential payments up to an additional $50 million for the achievement of sales milestones specified in the merger agreement. Cianna Medical developed the first non-radioactive, wire-free breast cancer localization system. Its SCOUT® and SAVI® Brachy technologies are FDA-cleared and address unmet needs in the delivery of radiation therapy, tumor localization and surgical guidance. We accounted for this acquisition as a business combination. During the three and nine-month periods ended September 30, 2019, net sales of Cianna Medical products were approximately $11.6 million and $35.7 million, respectively. It is not practical to separately report earnings related to the products acquired from Cianna Medical, as we cannot split out sales costs related solely to the products we acquired from Cianna Medical, principally because our sales representatives sell multiple products (including the products we acquired from Cianna Medical) in our cardiovascular segment. Acquisition-related costs associated with the Cianna Medical acquisition, which were included in selling, general

and administrative expenses during the year ended December 31, 2018, were approximately $3.5 million. The following table summarizes the preliminary purchase price allocated to the net assets acquired from Cianna Medical (in thousands):

    

Preliminary Allocation

Adjustments (1)

Revised Preliminary Allocation

Assets Acquired

Trade receivables

$

6,151

$

$

6,151

Inventories

 

5,803

5,803

Prepaid expenses and other current assets

 

315

315

Property and equipment

 

1,047

1,047

Other long-term assets

 

14

14

Intangibles

 

  

  

Developed technology

134,510

134,510

Customer lists

 

3,330

3,330

Trademarks

 

7,080

7,080

Goodwill

 

65,885

(4,506)

61,379

Total assets acquired

 

224,135

(4,506)

219,629

Liabilities Assumed

 

  

  

Trade payables

 

(1,497)

(1,497)

Accrued expenses

 

(2,384)

(2,384)

Other long-term liabilities

 

(1,527)

(1,527)

Deferred income tax liabilities

 

(30,363)

4,423

(25,940)

Total liabilities assumed

 

(35,771)

4,423

(31,348)

Total net assets acquired

$

188,364

$

(83)

$

188,281

(1) Amounts represent adjustments to the preliminary purchase price allocation first presented in our December 31, 2018 Form 10-K resulting from our ongoing activities, including reassessment of the assets acquired and liabilities assumed, with respect to finalizing our purchase price allocation for this acquisition.

We are amortizing the developed technology intangible assets of Cianna Medical over 11 years, the related trademarks over ten years and the customer lists on an accelerated basis over eight years. The total weighted-average amortization period for these acquired intangible assets is approximately 10.7 years.

On May 23, 2018, we entered into an asset purchase agreement with DirectACCESS Medical, LLC (“DirectACCESS”) to acquire its assets, including certain product distribution agreements for the FirstChoice™ Ultra-High-Pressure PTA Balloon Catheter. We accounted for this acquisition as a business combination. The purchase price for the assets was approximately $7.3 million. The sales and results of operations related to the acquisition have been included in our cardiovascular segment since the acquisition date and were not material. Acquisition-related costs associated with the DirectACCESS acquisition, which were included in selling, general and administrative expenses during the year ended December 31, 2018, were not material. The purchase price was allocated as follows (in thousands):

Inventories

    

$

971

Intangibles

 

  

Developed technology

 

4,840

Customer list

 

120

Trademarks

 

400

Goodwill

 

938

Total net assets acquired

$

7,269

We are amortizing the developed technology intangible asset of DirectACCESS over ten years, the related trademarks over ten years and the customer list on an accelerated basis over five years. The total weighted-average amortization period for these acquired intangible assets is approximately 9.9 years.

On February 14, 2018, we acquired certain divested assets from Becton, Dickinson and Company ("BD"), for an aggregate purchase price of $100.3 million. We also recorded a contingent consideration liability of $1.6 million related to milestone payments payable pursuant to the terms of an acquired contract with Sontina Medical LLC. The assets acquired include the soft tissue core needle biopsy products sold under the tradenames of Achieve® Programmable Automatic Biopsy System, Temno® Biopsy System and Tru-Cut® Biopsy Needles, as well as the Aspira® Pleural Effusion Drainage Kits, and the Aspira Peritoneal Drainage System. We accounted for this acquisition as a business combination. During the three and nine-month periods ended September 30, 2019, our net sales of BD products were approximately $12.5 million and $35.9 million, respectively. It is not practical to separately report earnings related to the products acquired from BD, as we cannot split out sales costs related solely to the products we acquired from BD, principally because our sales representatives sell multiple products (including the products we acquired from BD) in our cardiovascular segment. Acquisition-related costs associated with the BD acquisition, which were included in selling, general and administrative expenses during the year ended December 31, 2018, were approximately $1.8 million. The following table summarizes the purchase price allocated to the assets acquired from BD (in thousands):

Inventories

    

$

5,804

Property and equipment

 

748

Intangibles

 

  

Developed technology

 

74,000

Customer list

 

4,200

Trademarks

4,900

In-process technology

 

2,500

Goodwill

 

9,728

Total net assets acquired

$

101,880

We are amortizing the developed technology intangible assets acquired from BD over eight years, the related trademarks over nine years and the customer lists on an accelerated basis over seven years. The total weighted-average amortization period for these acquired intangible assets is approximately eight years.

The following table summarizes our consolidated results of operations for the three and nine-month periods ended September 30, 2018, as well as unaudited pro forma consolidated results of operations as though the acquisition of Cianna Medical and Vascular Insights had occurred on January 1, 2017 (in thousands, except per common share amounts):

Three Months Ended

Nine Months Ended

September 30, 2018

September 30, 2018

    

As Reported

    

Pro Forma

    

As Reported

    

Pro Forma

Net sales

$

221,659

$

234,751

$

649,504

$

687,203

Net income

 

16,619

 

11,335

32,828

 

16,496

Earnings per common share:

 

 

  

 

 

  

Basic

$

0.31

$

0.21

$

0.64

$

0.32

Diluted

$

0.30

$

0.21

$

0.62

$

0.31

*

The pro forma results for the three and nine-month periods ended September 30, 2019 are not included in the table above because the operating results for the Cianna Medical and Vascular Insights acquisitions were included in our consolidated statements of income for these periods.

The unaudited pro forma information set forth above is for informational purposes only and includes adjustments related to the step-up of acquired inventories, amortization expense of acquired intangible assets and interest expense on long-term debt. The pro forma information should not be considered indicative of actual results that would have been achieved

if the acquisition of Cianna Medical and Vascular Insights had occurred on January 1, 2017, or results that may be obtained in any future period. The pro forma consolidated results of operations do not include the acquisition of assets from BD because it was deemed impracticable to obtain information to determine net income associated with the acquired product lines which represent a small product line of a large, consolidated company without standalone financial information. The pro forma consolidated results of operations do not include the STD Pharmaceutical, Brightwater or DirectACCESS acquisitions, as we do not deem the pro forma effect of these transactions to be material.

The goodwill arising from the acquisitions discussed above consists largely of the synergies and economies of scale we hope to achieve from combining the acquired assets and operations with our historical operations. The goodwill recognized from certain acquisitions is expected to be deductible for income tax purposes.